Air T, Inc. Announces Intent to Raise Additional Capital Through Trust Preferred Securities

Rhea-AI Summary

Air T (NASDAQ:AIRT) announced on February 13, 2026 its intent to raise additional capital by offering its outstanding trust preferred security, Alpha Income Preferred Securities (NASDAQ:AIRTP), via an at-the-market (ATM) facility and through private placements.

The company cited plans to fund expansion of its Commercial Aircraft Engine and Parts segment and to support an existing investee while preserving balance sheet flexibility. Air T's shelf registration operates under the SEC "baby shelf" rules for issuers with a public float below $75 million, limiting sales over any 12-month period and enabling incremental capital access.

Positive

• ATM facility enables incremental capital access
• Uses AIRTP trust preferred to diversify funding sources
• Shelf registration under baby shelf for quicker offerings

Negative

• Baby shelf rules impose a 12-month sale limit on offerings
• Issuing preferred securities may dilute common holders depending on issuance size

Key Figures

Public float threshold: $75 million Shelf look-back period: 12-month period

2 metrics

Public float threshold $75 million Limit for issuers under baby float provisions described

Shelf look-back period 12-month period Period over which sale limits apply under described rules

Market Reality Check

Price: $23.68 Vol: Volume 1,713 is 0.54x the...

low vol

$23.68 Last Close

Volume Volume 1,713 is 0.54x the 20-day average of 3,159, indicating muted trading interest pre-announcement. low

Technical Price at 23.68 is trading above the 200-day MA of 20.46 and 11.31% below the 52-week high.

Peers on Argus

AIRT was down 0.43% while several peers (e.g., RCMT +5.05%, TUSK +4.54%, NNBR +0...

AIRT was down 0.43% while several peers (e.g., RCMT +5.05%, TUSK +4.54%, NNBR +0.58%, BOOM +0.47%) traded higher, suggesting the capital-raising update was stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Feb 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Preferred distributions	Positive	+0.0%	Set AIRTP distributions at $0.50 per share with 8.0% annual rate.
Dec 18	Acquisition closing	Positive	-2.0%	Closed acquisition of Regional Express with associated financing facilities.
Nov 12	Earnings results	Positive	+0.3%	Reported higher operating income, EBITDA and EPS despite lower revenue.
Nov 11	Creditor approval	Positive	-0.6%	Rex creditors voted in favor of Air T’s acquisition proposal.
Oct 21	Acquisition agreement	Positive	-1.6%	Entered agreement to acquire Regional Express, subject to approvals.

Pattern Detected

Recent history shows mixed reactions: modest positive alignment on preferred distribution and earnings updates, but several instances where acquisition-related news coincided with share price declines.

Recent Company History

Over the last few months, Air T has combined portfolio growth with active capital management. It agreed to acquire Regional Express in October 2025, secured creditor support in November 2025, and closed the Rex acquisition with complex financing on December 18, 2025. It then reported stronger profitability for the quarter ended September 30, 2025, and on February 5, 2026 scheduled $0.50 quarterly distributions at an 8.0% rate on AIRTP. Today’s capital-raising flexibility update via trust preferred securities fits this ongoing financing and growth pattern.

Market Pulse Summary

This announcement highlighted Air T’s intent to use its trust preferred securities and ATM program t...

Analysis

This announcement highlighted Air T’s intent to use its trust preferred securities and ATM program to raise capital opportunistically, supporting expansion in its Commercial Aircraft Engine and Parts segment and additional investment in an existing investee. In recent quarters, the company combined acquisitions, such as Regional Express, with improved profitability metrics. Investors may focus on how efficiently new capital is deployed and how upcoming initiatives affect earnings and balance-sheet flexibility over time.

Key Terms

trust preferred security, shelf registration statement, public float, form s-3

4 terms

trust preferred security financial

"through the company's outstanding trust preferred security, the Alpha Income Preferred Securities"

A trust preferred security is a hybrid investment that combines features of a bond and preferred stock: a trust issues securities and uses the proceeds to buy a subordinated loan or note from a company, so holders receive regular interest-like payments but rank below regular creditors if the issuer fails. Investors care because these securities typically pay higher income than common bonds but carry greater credit and repayment risk, and their special legal and regulatory treatment can affect price volatility and tax outcomes—think of it as lending money that’s wrapped and sold like a special kind of share.

shelf registration statement regulatory

"The company's shelf registration statement operates under the SEC's "baby shelf" provisions"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

public float financial

"applicable to issuers with a public float below $75 million"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

form s-3 regulatory

"eligible issuers may use Form S-3 to conduct primary offerings"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. Not financial advice.

MINNEAPOLIS, MINNESOTA / ACCESS Newswire / February 13, 2026 / Air T, Inc. (NASDAQ:AIRT) today announced its intention to raise additional capital through the company's outstanding trust preferred security, the Alpha Income Preferred Securities (NASDAQ:AIRTP), issued by Air T Funding and guaranteed by Air T, Inc. The company plans to access capital periodically and opportunistically through its at-the-market ("ATM") facility, allowing Air T to raise funds efficiently as strategic opportunities arise.

In addition to the ATM program, the Company may also offer the same Alpha Income Preferred Securities through privately negotiated placements with institutional investors when such transactions align with its capital strategy.

Strategic Rationale

Air T is currently evaluating several high-potential initiatives, including the expansion of its Commercial Aircraft Engine and Parts segment and deploying additional capital to support one of its existing investees. Preserving balance sheet flexibility remains a central priority as the company continues to pursue disciplined growth.

"We are excited about the opportunities immediately in front of us and want to ensure we can take decisive action when the timing is right," said Tracy Kennedy, Air T's CFO. "The flexibility afforded by our trust preferred security and our ATM program provides us with an efficient path to raise capital while remaining thoughtful about dilution and cost of capital. These tools position us to move quickly on initiatives we believe will drive meaningful long-term value for shareholders."

Shelf Registration Framework

The company's shelf registration statement operates under the SEC's "baby shelf" provisions, applicable to issuers with a public float below $75 million. Under these rules, eligible issuers may use Form S-3 to conduct primary offerings but are limited in the amount of securities they may sell under the shelf during any 12-month period. This structure allows smaller public companies to move quickly in the capital markets while maintaining guardrails designed to protect investors and ensure appropriate disclosures.

This framework enables Air T to raise capital incrementally, matching capital deployment to strategic timing rather than relying on large, infrequent offerings.

Commitment to Long-Term Growth

Air T remains committed to growing the value of its diversified portfolio of operating companies and investments. By utilizing the flexibility of its trust preferred security, the Company believes it can continue to seize opportunities that align with its long-term objectives while maintaining prudent financial discipline.

About Air T, Inc.

Air T, Inc. (NASDAQ:AIRT) is a diversified holding company that operates through a portfolio of businesses spanning aviation services, commercial aircraft engines and parts, and other strategic investments. The Company is headquartered in Minneapolis, Minnesota. For more information, visit www.airt.net.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those described in the forward-looking statements. Words such as "intends," "plans," "expects," "believes," "anticipates," "evaluating," and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the Company's plans to raise capital, the anticipated use of proceeds, and the pursuit of strategic opportunities. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others, market conditions, the Company's ability to identify and execute on strategic opportunities, general economic conditions, and other risk factors described in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Contact:

Tracy Kennedy, Chief Financial Officer
tkennedy@airt.com

Katrina Philp, Chief of Staff
kphilp@airt.com

SOURCE: Air T, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Air T (AIRT) announce on February 13, 2026 about raising capital?

Air T announced intent to raise capital via its trust preferred AIRTP using an ATM facility and private placements. According to the company, proceeds may fund Commercial Aircraft Engine and Parts expansion and support an existing investee while maintaining balance sheet flexibility.

How does the ATM facility work for Air T (AIRT) and AIRTP securities?

An ATM allows periodic, opportunistic sales of AIRTP into the market rather than a single large offering. According to the company, this lets Air T raise funds efficiently and match capital deployment to strategic timing while managing dilution and cost of capital.

What limits apply to Air T's shelf registration under the SEC baby shelf rules?

Air T's shelf operates under baby shelf rules for issuers with public float below $75 million, which restrict the amount of securities sold in any 12-month period. According to the company, this framework enables quicker access but includes guardrails to protect investors.

What will Air T (AIRT) use proceeds from AIRTP offerings for?

Proceeds are intended to support expansion of the Commercial Aircraft Engine and Parts segment and to deploy capital to an existing investee. According to the company, these uses aim to preserve flexibility and pursue disciplined growth opportunities.

Will Air T (AIRT) use private placements for AIRTP securities and why?

Yes, Air T may offer AIRTP via privately negotiated placements with institutional investors when aligned with strategy. According to the company, private placements complement the ATM to access capital while considering investor terms and timing.